FIFTEENTH AMENDMENT TO CREDIT AGREEMENT
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FIFTEENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
March 1, 1999, among TRANSWORLD HEALTHCARE, INC. (the "Borrower"), the lenders
party to the Credit Agreement referred to below (each a "Bank" and,
collectively, the "Banks"), and BANKERS TRUST COMPANY, as Agent (in such
capacity, the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement.
W I T N E S S E T H :
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WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement, dated as of July 31, 1996 (as in effect on the date hereof, the
"Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as provided
herein;
NOW, THEREFORE, it is agreed:
I. Amendments and Modifications to Credit Agreement.
1. Section 3.03 of the Credit Agreement is hereby amended by (i) relettering
clauses (h) and (i) as clauses (i) and (j), respectively, and (ii) inserting
immediately prior to relettered clause (i) the following new clause:
"(h) in addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Revolving Loan Commitment shall be
permanently reduced by an amount equal to the amount applied to repay
outstanding Revolving Loans pursuant to Section 9.02(s)(iv). "
2. Section 9.02 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of clause (q) thereof, (ii) deleting the
period appearing at the end of clause (r) thereof and inserting "; and" in lieu
thereof and (iii) inserting the following new clause immediately following
existing clause (r) thereof:
"(s) the CareCall Acquisition shall be permitted so long as (i) no
Default or Event of Default is in existence at the time of the consummation
thereof or immediately after giving effect thereto, (ii) the aggregate
consideration paid in connection therewith shall not exceed (pound)600,000
consisting of an initial payment of (pound)250,000 upon closing and a
deferred earnout payment of up to (pound)350,000, (iii) such acquisition is
consummated in accordance with the terms and provisions of the CareCall
Asset Purchase Documents and all applicable laws, rules and regulations
relating thereto and (iv) on or after the Fifteenth Amendment Effective Date
and prior to Borrower's execution of the CareCall Asset
Purchase Agreement, the Borrower shall have repaid $1,500,000 in principal
amount of Revolving Loans."
3. Section 9.12(c) of the Credit Agreement is hereby amended by inserting
the words "the CareCall Asset Purchase Documents" immediately before the words
"the Carelink Asset Purchase Documents" appearing therein.
4. Section 11 of the Credit Agreement is hereby amended by inserting in
appropriate alphabetical order the following definitions:
"CareCall" shall mean the nursing and care agency business operated by
Xx. Xxxx Xxxxx and Xxx. Xxxxxxxxxx Xxxxx in England under the name CareCall
Home Services.
"CareCall Acquisition" shall mean the purchase by Allied of certain of
the assets, property and rights used in connection with CareCall.
"CareCall Asset Purchase Agreement" shall mean the asset purchase
agreement among Allied, Xx. Xxxx Xxxxx and Xxx. Xxxxxxxxxx Xxxxx in
substantially the form delivered to the Agent on the Fifteenth Amendment
Effective Date.
"CareCall Asset Purchase Documents" shall mean the CareCall Asset
Purchase Agreement and any other agreement entered into in connection with
the CareCall Acquisition, together with any annexes, exhibits or schedules
thereto, as the same may be amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.
"Fifteenth Amendment Effective Date" shall have the meaning provided in
the Fifteenth Amendment, dated as of March 1, 1999, to this Agreement.
II. Miscellaneous Provisions.
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1. In order to induce the Banks to enter into this Amendment, the Borrower
hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Fifteenth Amendment
Effective Date (as defined below), after giving effect to this Amendment;
and
(b) all of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all
material respects as of the Fifteenth Amendment Effective Date, both before
and after giving effect to this Amendment, with the same effect as though
such representations and warranties had been made on and as of the Fifteenth
Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all
material respects as of such specific date).
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2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
5. This Amendment shall become effective as of the date (the "Fifteenth
Amendment Effective Date") when the Borrower, each other Credit Party and the
Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its Notice Office. The Agent shall
promptly notify the Borrower and the Banks in writing of the Fifteenth Amendment
Effective Date.
6. From and after the Fifteenth Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
TRANSWORLD HEALTHCARE, INC.,
as Borrower
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Chief Financial Officer
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Xxxxxxxx Xxxxx
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Title: Principal
THE BANK OF NEW YORK
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
BANQUE PARIBAS
By
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Title:
By
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Title:
UBS AG, STAMFORD BRANCH
By /s/ Xxxxxx Xxxxxxxx
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Title: Director
By /s/ Xxxxxxxx X. Xxxxxxxxx
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Title: Executive Director
FLEET BANK, N.A.
By /s/ Xxxxxxxxx Xxxxxxx
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Title: Vice President
Each of the undersigned, each being a Subsidiary Guarantor pursuant to the
Credit Agreement referenced in the foregoing Fifteenth Amendment and a party to
various Security Documents, hereby acknowledges and agrees to the foregoing
provisions of the Fifteenth Amendment.
Acknowledged and
Agreed this _____ day
of February, 1999.
DERMAQUEST, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
MK DIABETIC SUPPORT SERVICES, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
THE PROMPTCARE COMPANIES, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
THE PROMPTCARE LUNG CENTER, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
STERI-PHARM, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
TRANSWORLD HOME HEALTHCARE
NURSING DIVISION, INC., as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
RESPIFLOW, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
TRANSWORLD ACQUISITION CORP.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
